§ 25-312.01.Dissolved corporation; suit authorized.
Article 3: Parties · Last amended 1983 · Last verified July 22, 2026
Full Text of § 25-312.01
Source
Laws 1983, LB 447, § 15.
Plain-English Summary
A corporation that dissolves does not automatically escape liability for claims connected to its earlier existence. Section 25-312.01 confirms that a dissolved corporation may be sued by its corporate name on any cause of action that accrued against it, or that would have accrued if it had not dissolved, with the same effect as if the corporation still existed.
This section gives a claimant a clear path to bring an action against the corporate entity itself rather than needing to identify and separately pursue whatever individuals or successors might otherwise stand behind it. It works alongside the naming provisions in this article that address how business entities are designated as defendants in Nebraska litigation.
Frequently Asked Questions
Can I still sue a corporation after it has dissolved?
Yes. Section 25-312.01 lets a dissolved corporation be sued by its corporate name on any claim that accrued against it, or would have accrued but for the dissolution.
Do I need to sue the corporation’s successors or former officers instead of the corporation itself?
No. This section lets the claim proceed against the corporation by its own corporate name, as if it had not dissolved.
Does it matter whether the claim accrued before or after the corporation dissolved?
The section covers claims that accrued against the corporation and claims that would have accrued but for the dissolution, extending the corporation’s exposure to claims tied to its pre-dissolution conduct.
Does this section limit how long after dissolution a corporation can be sued?
The section’s text authorizes suit by corporate name on qualifying claims; time limits on bringing a particular claim are governed by the applicable statute of limitations rather than by this section.
Does this section apply to any type of dissolved corporation?
The section refers broadly to "any dissolved corporation," without limiting itself to a particular type of corporate entity.